Sprinticon to Acquire 100 Percent Ownership of Clearwire for $2.97 per Share

*Press Release*

OVERLAND PARK, Kan. & BELLEVUE, Wash. (BUSINESS WIRE), December 17, 2012 - Sprinticon (NYSE:S) today announced that it has entered into a definitive agreement to acquire the approximately 50 percent stake in Clearwire (NASDAQ: CLWR) it does not currently own for $2.97 per share, equating to a total payment to Clearwire shareholders, other than Sprint, of $2.2 billion. This transaction results in a total Clearwire enterprise value of approximately $10 billion, including net debt and spectrum lease obligations of $5.5 billion.

Thetransaction
consideration represents a 128 percent premium to Clearwire'sclosing share price the day before the Sprint-SoftBank discussions were firstconfirmed in the marketplace on October 11, with Clearwire speculated to be apart of that transaction; and, a 40 percent premium to the closing price theday before receipt of Sprint’s initial $2.60 per share non-binding indicationof interest on November 21.


Clearwire’sspectrum, when combined with Sprint’s, will provide Sprint with an enhancedspectrum portfolio that will strengthen its position and increasecompetitiveness in the U.S. wireless industry. Sprint’s Network Visionarchitecture should allow for better strategic alignment and the fullutilization and integration of Clearwire’s complementary 2.5 GHz spectrumassets, while achieving operational efficiencies and improved service forcustomers as the spectrum and network is migrated to LTE standards.

Sprint CEODan Hesse said, “Today’s transaction marks yet another significant step inSprint’s improved competitive position and ability to offer customers betterproducts, more choices and better services. Sprint is uniquely positioned tomaximize the value of Clearwire’s spectrum and efficiently deploy it toincrease Sprint’s network capacity. We believe this transaction, particularlywhen leveraged with our SoftBank relationship, is further validation of ourstrategy and allows Sprint to control its network destiny.”

Thetransaction was unanimously approved by Clearwire’s board of directors upon theunanimous recommendation of a special committee of the Clearwire boardconsisting of disinterested directors not appointed by Sprint. In addition,Clearwire has received commitments from Comcast Corp., Intel Corp and BrightHouse Networks LLC, who collectively own approximately 13 percent ofClearwire’s voting shares, to vote their shares in support of the transaction.SoftBank has provided its consent to the transaction, as required under theterms of its recently announced merger agreement with Sprint.
ClearwireCEO and President Erik Prusch said, “Our board of directors has been reviewingavailable strategic alternatives over the course of the last two years. Inevaluating available alternatives, a special committee conducted a careful andrigorous process, and based on the committee’s recommendation, our boardunanimously determined that this transaction, which delivers certain andattractive value for our shareholders, is the best path forward.”
Inconnection with the transaction, Clearwire and Sprint have entered intoagreements that provide up to $800 million of additional financing forClearwire in the form of exchangeable notes, which will be exchangeable undercertain conditions for Clearwire common stock at $1.50 per share, subject toadjustment under certain conditions. Under the financing agreements, Sprint hasagreed to purchase $80 million of exchangeable notes per month for up to tenmonths beginning in January, 2013, with some of the monthly purchases subjectto certain funding conditions, including conditions relating to the approval ofthe proposed merger by Clearwire’s shareholders and a network build out plan.


Thetransaction is subject to customary closing conditions, including regulatoryapprovals and the approval of Clearwire’s stockholders, including the approvalof a majority of Clearwire stockholders not affiliated with Sprint or SoftBank.The closing of the transaction is also contingent on the consummation ofSprint’s previously announced transaction with SoftBank. The Clearwire andSoftBank transactions are expected to close mid-2013.
CitigroupGlobal Markets Inc. acted as financial advisor to Sprint and Skadden, Arps,Slate, Meagher & Flom LLP and King & Spalding LLP acted as counsel toSprint. The Raine Group acted as financial advisor to SoftBank Corp. andMorrison Foerster LLP acted as counsel to SoftBank. Evercore Partners acted asfinancial advisor and Kirkland & Ellis LLP acted as counsel to Clearwire.Centerview Partners acted as financial advisor and Simpson Thacher &Bartlett LLP and Richards, Layton & Finger, P.A. acted as counsel toClearwire’s special committee. Blackstone Advisory Partners L.P. advisedClearwire on restructuring matters. Credit Suisse acted as financial advisorand Gibson Dunn & Crutcher LLP acted as counsel to Intel.


AboutSprint Nextel
SprintNextel offers a comprehensive range of wireless and wireline communicationsservices bringing the freedom of mobility to consumers, businesses andgovernment users. Sprint Nextel served nearly 56 million customers at the endof the third quarter of 2012 and is widely recognized for developing,engineering and deploying innovative technologies, including the first wireless4G service from a national carrier in the United States; offeringindustry-leading mobile data services, leading prepaid brands including VirginMobileicon USA, Boost Mobile, and Assurance Wireless; instant national andinternational push-to-talk capabilities; and a global Tier 1 Internet backbone.The American Customer Satisfaction Index rated Sprint No. 1 among all nationalcarriers in customer satisfaction and most improved, across all 47 industries, duringthe last four years. Newsweek ranked Sprint No. 3 in both its 2011 and 2012Green Rankings, listing it as one of the nation’s greenest companies, thehighest of any telecommunications company. You can learn more and visit Sprintat www.sprint.comor www.facebook.com/sprintand www.twitter.com/sprint.


AboutClearwire
ClearwireCorporation (Nasdaq:CLWR), through its operating subsidiaries, is a leadingprovider of 4G wireless broadband services offering services in areas of theU.S. where more than 130 million people live. The company holds the deepestportfolio of wireless spectrum available for data services in the U.S.Clearwire serves retail customers through its own CLEAR® brand as well asthrough wholesale relationships with some of the leading companies in theretail, technology and telecommunications industries, including Sprint andNetZero. The company is constructing a next-generation 4G LTE Advanced-readynetwork to address the capacity needs of the market, and is also workingclosely with the Global TDD-LTE Initiative and China Mobile to further theTDD-LTE ecosystem. Clearwire is headquartered in Bellevue, Wash. Additionalinformation is available at http://www.clearwire.com.